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Georgia is one of those countries where starting a business for non-residents has been made simple. To start new LLC It takes just 2 working days and relatively little bureaucracy. If you want to learn more about opening new limited liability company, please refer to my other blogs. For Example this one or this. In this blog, I am going to provide details regarding the branch office formation in Georgia.
What is Considered to be a branch office?
> A branch is located and operates beyond the place of registration (jurisdiction) of its founding company.
> It does not have the status of a separate legal entity.
> A branch acts in accordance with the powers delegated by the founding company.
> Establishment of a branch does not require any capital investments.
> A branch of a foreign company must be registered at the Public Registry. Registration requires translated and notarized in Georgia documents on company’s decision and appointment of branch director.
Documents Required and to Open a Branch Office in Georgia
For the registration Entrepreneurs and foreign (non-commercial) legal entity branch in Georgia you should submit the following documents:
- Application form for Branch Office Establishment. This will be filled at the spot, while submitting your application at the Public Service hall of Georgia.
- Legal Passport of Interested Person. In case the procedure is done remotely, legalized/appostiled Passport with Power of Attorney to act on behalf of interested person.
- A copy of your identity document of an Enterprise or a foreign (non-commercial) legal entity under the laws of certified / legalized foundation documentation / registration document Certified in accordance with the data of the founders of the enterprise or non-profit (commercial) legal entity and its leadership ;
- Authorized person ‘s decision to establish a branch Certified in accordance with the legislation, subject to the branch / representative office or the appointment of the head of the executive authority of the person granting the power of attorney; This document should Include information about: a) Branch legal Name b) Branch Legal Address c) Branch E-mail d) details about the Branch Director.
- A decision on appointment of a head of branch/representation or on granting the authority for representation by proxy, certified in accordance with Georgian legislation;
- Consent of a branch Director on the relevant duty.
- Registration service fee receipt, which can be paid on the spot is: Within one business day-100 GEL On the same day-200 GEL (The term begins on the second day of registration and ends on the last day of the term. If the last day of the term coincides with holidays or weekends, than the last day of the term is the following business day.)
- The actual address of the branch – it will be the address of the property owner ‘s consent , or by a duly drawn up and approved a contract this item in use (for the lease , rental ,or other). —-Registration documents required to be appointed as representative of the branch must be determined on a person’s consent
Procedure of Opening a Branch office in Georgia
With above mentioned documents you need to address to public service hall in Georgia. In case you do not speak Georgian You will need an official translator with you to sign papers for you. All the documentations should be prepared in two languages, one is Georgian and another the language you speak fluently. All the documents should be prepared and constructed in accordance with Georgian Legislation. With prepared documentations, submission of documents will take up to half an hour and the next day your branch will be opened, which means you can start opening a bank account procedure.
Question and Answers Regarding Opening a Branch of Foreign Enterprise and Non-entrepreneurial Legal Entity
Branch of Foreign Enterprise and Non-entrepreneurial Legal Entity. Entrepreneur and non-entrepreneurial (non-commercial) legal entity. A legal entity is an organized entity, created for accomplishment of a certain object and having its own property under its ownership, operates on its behalf which is independently liable with all of its assets. A legal entity, which carries out entrepreneurial (commercial) or non-entrepreneurial (non-commercial) activities, is obliged to register at the registry. Entrepreneur and non-entrepreneurial (non-commercial) legal entities shall originate only upon registration in the Registry.
Registry of Entrepreneurs and Non-entrepreneurial (Non-commercial) Legal Persons is a compilation of registration data of entrepreneurs and non-entrepreneurial (non-commercial) legal persons, as well as of braches of a foreign enterprise or non-entrepreneurial (non-commercial) legal persons.
Registration is a record of information on establishment of a subject , amendment to registered data and termination of registration in Registry of Entrepreneurs and Non-entrepreneurial (Non-commercial) Legal Entity based upon making the relevant decision.
Entrepreneurial activity shall be a legitimate and repeated activity carried out independently and in an organised manner to gain profit.
Legal entity may establish a branch, which is not a legal entity. The branch registered in Georgia is not subjected to registration at the registry.
Non-entrepreneurial (non-commercial) activity is a legitimate and repeated activity carried out independently and in an organised manner, without the purpose of profit-making.
An applicant for this service may be directly interested person (a person authorized to manage/represent a foreign enterprise or non-entrepreneurial entity; a person authorized to manage/represent a branch to be registered) or legal representative of interested person.
To register a branch of foreign entrepreneurial and non-entrepreneurial (non-commercial) legal entity, please refer to any branch of Public Service Hall or any territorial office of National Agency of Public Registry and submit the following documentation:
- Proof of identity document;
The following documents attested/legalized in accordance with the laws of a foreign enterprise or non-entrepreneurial (non-commercial) legal entity:
- Document confirming the registration /foundation documentation;
- Data on the founder enterprise or non-entrepreneurial (non-commercial) legal entity and its head person, certified in accordance with Georgian laws;
- A decision of authorized person on establishment of a branch;
- A decision on appointment of a head of branch/representation or on granting the authority for representation by proxy, certified in accordance with Georgian legislation;
- If a branch is registering at the address which is not the property of a founder legal entity/its director or of the person authorized to represent a branch, additionally the owner’s consent or a duly drawn up and approved contract to use this property (lease, rent, lending agreement, etc.) is required;
Note: Consent of a representative of a branch to be appointed on this position is obligatory for registration purposes
